Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox Holdings”)
today announced the commencement of tender offers, subject to the
terms and conditions described below, to purchase for cash the debt
securities issued by Xerox Corporation (“Xerox,” and together with
Xerox Holdings, the “Company”) and Xerox Holdings listed in the
table below (collectively, the "Securities" and each a "series").
Concurrently with the commencement of the tender offers, the
Company also announced that it is offering, subject to market
conditions, $400 million in aggregate principal amount of Senior
Notes due 2029 (the “New Notes”).
Title of Security
CUSIP Number
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
Early Tender
Payment(1)(2)
Maximum Tender Cap
3.800% senior notes due 2024
984121 CJO
$300,000,000
UST 0.250% due 05/15/2024
FIT3
+0 bps
$30
N/A
5.000% senior notes due 2025
98421 MAA4; U98401 AA7
$750,000,000
UST 2.000% due 08/15/2025
FIT4
+85 bps
$30
$94,000,000
(1) Per $1,000 amount.
(2) The Total Consideration for Securities validly tendered prior
to or at the Early Tender Date (as defined below) and accepted for
purchase is calculated using the applicable Fixed Spread and is
inclusive of the Early Tender Payment.
Subject to the terms and conditions set forth in the offer to
purchase, dated March 4, 2024 (as it may be amended or supplemented
from time to time, the "Offer to Purchase"), (a) Holdings is
offering to purchase for cash an aggregate principal amount of its
5.000% senior notes due 2025 (the “2025 Notes”) up to $94 million
(such cap, the “Maximum Tender Cap”) (the “Maximum Tender Offer”)
and (b) Xerox is offering to purchase for cash any and all of its
3.800% senior notes due 2024 (the “2024 Notes”) (the “Any and All
Tender Offer” and, together with the Maximum Tender Offer, the
“Tender Offers”). Holdings reserves the right, but is under no
obligation, to increase the Maximum Tender Cap with respect to the
2025 Notes at any time, subject to applicable law. The Company
refers investors to the Offer to Purchase for the complete terms
and conditions of the Tender Offers.
The Tender Offers will expire at 5:00 p.m., New York City time,
on April 1, 2024, or any other date and time to which the Company
extends the applicable Tender Offer (such date and time, as it may
be extended with respect to a Tender Offer, the applicable
"Expiration Date"), unless earlier terminated. Holders of
Securities must validly tender and not validly withdraw their
Securities prior to or at 5:00 p.m., New York City time, on March
15, 2024 (such date and time, as it may be extended with respect to
a Tender Offer, the "Early Tender Date"), to be eligible to receive
the applicable Total Consideration (as defined below), which is
inclusive of an amount in cash equal to the applicable amount set
forth in the table above under the heading "Early Tender Payment"
(the "Early Tender Payment"), plus Accrued Interest. If a holder
validly tenders Securities after the applicable Early Tender Date
but prior to or at the applicable Expiration Date, the holder will
only be eligible to receive the applicable Late Tender Offer
Consideration (as defined below) plus Accrued Interest.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each series of Securities validly
tendered and accepted for purchase pursuant to the applicable
Tender Offer will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread for
such Securities specified in the table above plus the applicable
yield based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above as displayed on the
applicable page on the Bloomberg Bond Trader FIT3 and FIT4 page at
10:00 a.m., New York City time, on March 18, 2024. The "Late Tender
Offer Consideration" is equal to the Total Consideration minus the
Early Tender Payment.
The Tender Offers will expire on the applicable Expiration Date.
Except as set forth below, payment for the Securities that are
validly tendered prior to or at the Expiration Date will be made on
a date promptly following the Expiration Date, which is currently
anticipated to be April 3, 2024. The Company reserves the right, in
its sole discretion, to make payment for Securities that are
validly tendered prior to or at the Early Tender Date and that are
accepted for purchase on an earlier settlement date, which, if
applicable, is currently anticipated to be March 20, 2024, provided
that the conditions to the satisfaction of the applicable Tender
Offer are satisfied.
Holders will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date of each Tender Offer ("Accrued
Interest").
Tendered Securities may be validly withdrawn prior to or at, but
not after, 5:00 p.m., New York City time, on March 15, 2024.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions, including a financing condition, which are
specified in the Offer to Purchase. The Tender Offers are not
conditioned upon the tender of any minimum principal amount of the
Securities.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. Citigroup Global Markets Inc. is the dealer manager for the
Tender Offers. Investors with questions regarding the Tender Offers
may contact Citigroup Global Markets Inc. at (800) 558-3745
(toll-free). Global Bondholder Services Corporation is the tender
and information agent for the Tender Offers and can be contacted at
(855) 654-2014 (toll-free) or (212) 430-3774 (collect).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any series of Securities is making
any recommendation as to whether holders should tender any
Securities in response to any of the Tender Offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decisions as
to whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
The full details of the Tender Offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they will contain important information. The Offer
to Purchase may be obtained from Global Bondholder Services
Corporation, free of charge, by calling toll-free at (855) 654-2014
(bankers and brokers can call collect at (212) 430-3774).
This press release shall not constitute an offer to purchase or
a solicitation of an offer to purchase the 2024 Notes or the 2025
Notes. The Tender Offers are being made solely pursuant to the
Offer to Purchase. In addition, this press release shall not
constitute an offer to sell, or a solicitation of an offer to buy,
the New Notes, the related guarantees or any other security, and
shall not constitute an offer, solicitation or sale of any
securities in any state or jurisdiction in which, or to any persons
to whom, such offering, solicitation or sale would be unlawful.
About the Company (NASDAQ: XRX)
For more than 100 years, Xerox has continually redefined the
workplace experience. Harnessing our leadership position in office
and production print technology, we’ve expanded into software and
services to sustainably power the hybrid workplace of today and
tomorrow. Today, Xerox is continuing its legacy of innovation to
deliver client-centric and digitally-driven technology solutions
and meet the needs of today’s global, distributed workforce. From
the office to industrial environments, our differentiated business
and technology offerings and financial services are essential
workplace technology solutions that drive success for our clients.
At Xerox, we make work, work.
Forward-Looking Statements
This release and other written or oral statements made from time
to time by management contain “forward looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
The words “anticipate”, “believe”, “estimate”, “expect”, “intend”,
“will”, “should”, “targeting”, “projecting”, “driving” and similar
expressions, as they relate to us, our performance and/or our
technology, are intended to identify forward-looking statements.
These statements reflect management’s current beliefs, assumptions
and expectations and are subject to a number of factors that may
cause actual results to differ materially. Such factors include but
are not limited to: risks and uncertainties related to the
completion of the Tender Offers on the anticipated terms or at all,
applicable market conditions, the satisfaction of customary closing
conditions related to Tender Offers (including the financing
condition), global macroeconomic conditions, including inflation,
slower growth or recession, delays or disruptions in the global
supply chain, higher interest rates, and wars and other conflicts,
including the current conflict between Russia and Ukraine; our
ability to succeed in a competitive environment, including by
developing new products and service offerings and preserving our
existing products and market share as well as repositioning our
business in the face of customer preference, technological, and
other change, such as evolving return-to-office and hybrid working
trends; failure of our customers, vendors, and logistics partners
to perform their contractual obligations to us; our ability to
attract, train, and retain key personnel; execution risks around
our Reinvention; the risk of breaches of our security systems due
to cyber, malware, or other intentional attacks that could expose
us to liability, litigation, regulatory action or damage our
reputation; our ability to obtain adequate pricing for our products
and services and to maintain and improve our cost structure;
changes in economic and political conditions, trade protection
measures, licensing requirements, and tax laws in the United States
and in the foreign countries in which we do business; the risk that
multi-year contracts with governmental entities could be terminated
prior to the end of the contract term and that civil or criminal
penalties and administrative sanctions could be imposed on us if we
fail to comply with the terms of such contracts and applicable law;
interest rates, cost of borrowing, and access to credit markets;
risks related to our indebtedness; the imposition of new or
incremental trade protection measures such as tariffs and import or
export restrictions; funding requirements associated with our
employee pension and retiree health benefit plans; changes in
foreign currency exchange rates; the risk that our operations and
products may not comply with applicable worldwide regulatory
requirements, particularly environmental regulations and directives
and anticorruption laws; the outcome of litigation and regulatory
proceedings to which we may be a party; laws, regulations,
international agreements and other initiatives to limit greenhouse
gas emissions or relating to climate change, as well as the
physical effects of climate change; and other factors as set forth
from time to time in the company’s Securities and Exchange
Commission filings, including the company’s Annual Report on Form
10-K for the year ended December 31, 2023.
The company intends these forward-looking statements to speak
only as of the date of this release and does not undertake to
update or revise them as more information becomes available, except
as required by law.
Xerox® is a trademark of Xerox in the United States and/or other
countries.
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version on businesswire.com: https://www.businesswire.com/news/home/20240304377046/en/
Media Contact: Justin Capella, Xerox, +1-203-258-6535,
Justin.Capella@xerox.com Investor Contact: David Beckel,
Xerox, +1-203-849-2318, David.Beckel@xerox.com
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